sc13dza

0000950133-08-001385.txt : 20080401 0000950133-08-001385.hdr.sgml : 20080401 20080401154441 ACCESSION NUMBER: 0000950133-08-001385 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080401 DATE AS OF CHANGE: 20080401 GROUP MEMBERS: BAY HARBOUR MASTER LTD. GROUP MEMBERS: TROPHY HUNTER INVESTMENTS, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PENN TRAFFIC CO CENTRAL INDEX KEY: 0000077155 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 250716800 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-20957 FILM NUMBER: 08729304 BUSINESS ADDRESS: STREET 1: 1200 STATE FAIR BLVD CITY: SYRACUSE STATE: NY ZIP: 13221-4737 BUSINESS PHONE: (315) 453-7284 MAIL ADDRESS: STREET 1: 1200 STATE FAIR BLVD CITY: SYRACUSE STATE: NY ZIP: 13221-4737 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BAY HARBOUR MANAGEMENT LC CENTRAL INDEX KEY: 0001049310 IRS NUMBER: 593418243 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 885 THIRD AVENUE STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 8132721992 MAIL ADDRESS: STREET 1: 885 THIRD AVENUE STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 w53122sc13dza.htm SC 13D/A sc13dza


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 9 )*

The Penn Traffic Company

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

707832309

(CUSIP Number)

Bay Harbour Management, L.C.
885 Third Avenue, 34th Floor
New York, New York 10022
(212) 371-2211

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

March 28, 2008

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		707832309

NAMES OF REPORTING PERSONS

Bay Harbour Management, L.C.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Florida

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

1,912,992

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

1,912,992

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,912,992

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

23.1%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CUSIP No.		707832309

NAMES OF REPORTING PERSONS

Bay Harbour Master Ltd. (1)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

1,347,000

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

1,347,000

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,347,000

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

16.3%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

(1) The Reporting Person is an investment fund advised by Bay Harbour Management, L.C. (the “Investment Manager”) and currently holds 1,347,000 shares of the Issuer’s Common Stock. The Reporting Person may be deemed to be the beneficial owner of the shares, and may be deemed to share voting and investment control with the Investment Manager. The Reporting Person may also be deemed to be part of a group with the Investment Manager and with other entities and accounts advised by the Investment Manager which, together with the 1,347,000 shares of the Issuer’s Common Stock held by the Reporting Person, hold an aggregate of 1,912,992 shares of the Issuer’s Common Stock.


CUSIP No.		707832309

NAMES OF REPORTING PERSONS

Trophy Hunter Investments, Ltd. (2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Florida

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

441,457

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

441,457

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

441,457

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.3%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

(2) The Reporting Person is an investment fund advised by Bay Harbour Management, L.C. (the “Investment Manager”) and currently holds 441,457 shares of the Issuer’s Common Stock. The Reporting Person may be deemed to be the beneficial owner of the shares, and may be deemed to share voting and investment control with the Investment Manager. The Reporting Person may also be deemed to be part of a group with the Investment Manager and with other entities and accounts advised by the Investment Manager which, together with the 441,457 shares of the Issuer’s Common Stock held by the Reporting Person, hold an aggregate of 1,912,992 shares of the Issuer’s Common Stock.

Amendment No. 9 to Schedule 13D

This Amendment No. 9 (“Amendment No. 9”) to Schedule 13D amends and supplements the Statement on Schedule 13D originally filed on August 24, 2006, as amended by Amendment No. 1 filed on October 6, 2006, Amendment No. 2 filed on October 27, 2006, Amendment No. 3 filed on December 19, 2006, Amendment No. 4 filed on January 19, 2007, Amendment No. 5 filed on February 14, 2007, Amendment No. 6 filed on May 4, 2007, Amendment No. 7 filed on June 8, 2007 and Amendment No. 8 filed on December 17, 2007 with respect to the Common Stock, par value $0.01 per share (the “ Common Stock ”) of The Penn Traffic Company, a Delaware corporation (the “ Issuer ”). The address of the executive offices of the Issuer is 1200 State Fair Boulevard, Syracuse, New York, 13221-4737.

Certain terms used but not defined in this Amendment No. 9 have the meanings assigned thereto in the Schedule 13D. The Schedule 13D is hereby amended and supplemented by this Amendment No. 9 as follows:

Item 4. Purpose of Transaction

On March 28, 2008, Bay Harbour Master Ltd. and Trophy Hunter Investments Ltd. (the “Participants”) entered into a participation agreement (the “Participation Agreement”) with Kimco Capital Corp. and Jubilee-VI LLC (the “Selling Lenders”). Pursuant to the Participation Agreement, the Selling Lenders agreed to sell, transfer and convey to the Participants, and Participants agreed to purchase, an undivided participating interest in each Selling Lenders’ loans, which aggregate $23,575,000, currently outstanding with the Issuer, including the accompanying documents and applicable collateral. More specifically, the Participants have agreed to acquire an undivided participation of approximately $7,858,333 or 33.3% of all the Selling Lenders’ loans outstanding to the Issuer.

Item 7. Material to be Filed as Exhibits

Exhibit A — Joint Filing agreement dated April 1, 2008.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete, and correct.

Date: April 1, 2008


	Bay Harbour Management, L.C.
	/s/ Steve Van Dyke
	Name:	Steve Van Dyke
	Title:	Partner


	Bay Harbour Master Ltd.
	/s/ Steve Van Dyke
	Name:	Steve Van Dyke
	Title:	Partner of the Investment Manager


	Trophy Hunter Investments, Ltd.
	/s/ Steve Van Dyke
	Name:	Steve Van Dyke
	Title:	Partner of the Investment Manager

EX-99.A 2 w53122exv99wa.htm EXHIBIT A exv99wa

EXHIBIT A

JOINT FILING AGREEMENT

Bay Harbour Management L.C., Bay Harbour Master Ltd. and Trophy Hunter Investments, Ltd., in compliance with Rule 13d-1(k) of the Securities and Exchange Commission, hereby agree that the statement on Schedule 13D to which this Agreement is attached as an exhibit is, and any amendments thereto filed by any of us will be, filed on behalf of each such company, that each such company is responsible for the timely filing of the Schedule 13D and any amendments thereto and for the completeness and accuracy of the information concerning such company contained therein.

Dated: April 1, 2008


	Bay Harbour Management, L.C.
	/s/ Steve Van Dyke
	Name:	Steve Van Dyke
	Title:	Partner


	Bay Harbour Master Ltd.
	/s/ Steve Van Dyke
	Name:	Steve Van Dyke
	Title:	Partner of the Investment Manager


	Trophy Hunter Investments, Ltd.
	/s/ Steve Van Dyke
	Name:	Steve Van Dyke
	Title:	Partner of the Investment Manager